Terms of Service

1. Acceptance of Terms

By accessing, registering for, or using the Costif.ai platform, software, applications, agents, APIs, and related services (collectively, the "Service"), you ("User," "you," or "your") enter into a legally binding agreement with Costif.ai, Inc. ("Company," "we," "us," or "our"). If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

2. Description of Service

Costif.ai provides an IT asset management and cost optimization platform that includes, but is not limited to:

• Software discovery and inventory management
• License compliance monitoring and governance
• AI-powered cost optimization recommendations
• Spend analysis and negotiation assistance
• Reporting and analytics dashboards
• Software agents installed on customer systems for data collection
• Professional services for enterprise customers

The specific features available to you depend on your subscription tier as described on our pricing page.

3. License Grant and Restrictions

3.1 Limited License

Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

3.2 Restrictions

You expressly agree that you shall NOT:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Service or any component thereof;
• Modify, adapt, translate, or create derivative works based on the Service;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
• Use the Service to develop a competing product or service;
• Sublicense, lease, rent, loan, or otherwise transfer the Service to any third party;
• Use any automated means to access the Service except through our provided APIs;
• Attempt to gain unauthorized access to any portion of the Service or its related systems;
• Circumvent, disable, or interfere with security-related features of the Service;
• Use the Service for any unlawful purpose or in violation of any applicable laws.

4. Data Rights and Usage

4.1 Data Collection

You acknowledge and agree that the Service collects data from your IT infrastructure, including but not limited to: software inventory, hardware specifications, usage patterns, configuration data, licensing information, cost data, and organizational information ("User Data").

4.2 AI Training and Algorithm Improvement

You hereby grant Company an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, process, and analyze User Data (in anonymized and aggregated form) for the purpose of training artificial intelligence models, improving machine learning algorithms, enhancing the Service, developing new features, and advancing Company's technology. This license shall survive termination of this Agreement.

4.3 Commercial Data Use

You grant Company the right to use User Data for lead generation purposes, market analysis, and to share relevant data with Company's partners, affiliates, and third parties for cross-selling, marketing, and business development purposes. Company may derive insights from User Data to identify potential customers and business opportunities.

4.4 Data Ownership

While you retain ownership of your raw User Data, Company owns all derived data, analytics, insights, models, and improvements created from or based on User Data.

4.5 Data Processing

Our collection and use of personal information is also governed by our Privacy Policy. By using the Service, you consent to our data practices as described in these Terms and the Privacy Policy.

5. Pricing and Payment

5.1 Free Tier

The Service is currently offered at no charge for certain usage tiers. You acknowledge that this free offering is provided at Company's sole discretion and may be modified or discontinued at any time.

5.2 Pricing Changes

Company reserves the right to introduce fees, modify pricing, change tier limitations, or implement new billing structures at any time. Company will provide notice of material pricing changes as required by applicable law, which may be as little as thirty (30) days in advance. Your continued use of the Service after such notice constitutes acceptance of the new pricing.

5.3 Payment Terms

• Fees are billed according to your subscription plan
• All payments are due within 30 days of invoice date
• Fees are non-refundable except as required by law
• Late payments may result in suspension of Service

5.4 Taxes

You are responsible for all applicable taxes. If we are required to collect taxes, they will be added to your invoice.

6. Account Registration

6.1 Account Requirements

To use certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Use a corporate email address (personal email providers are not permitted)
• Maintain and promptly update your account information
• Maintain the security of your password and account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use of your account

6.2 Eligibility

You must be at least 18 years old and have the authority to bind your organization to these Terms. One person or entity may not maintain more than one free account.

7. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY RECOMMENDATIONS, REPORTS, OR DATA PROVIDED THROUGH THE SERVICE.

YOU ACKNOWLEDGE THAT YOU USE THE SERVICE AT YOUR OWN RISK AND THAT COMPANY SHALL HAVE NO LIABILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE SERVICE'S RECOMMENDATIONS.

8. Limitation of Liability

8.1 No Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap

IF, NOTWITHSTANDING THE FOREGOING, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, COMPANY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

8.3 Severability of Liability Provisions

If any jurisdiction does not allow the exclusion or limitation of certain warranties or liability, the exclusions and limitations set forth above shall apply to the fullest extent permitted by the laws of such jurisdiction. In such cases, Company's liability shall be limited to the minimum extent required by applicable law.

8.4 Basis of the Bargain

You acknowledge that Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

9. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Any data you submit to the Service
• Your breach of any representations or warranties made herein

Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

10. Governing Law and Jurisdiction

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

10.2 Exclusive Jurisdiction

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. You hereby irrevocably consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

10.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU AND COMPANY EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.4 Class Action Waiver

YOU AGREE THAT ANY CLAIMS RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11. Modifications to Terms

Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Company will provide notice of material changes by posting the updated Terms on the Service or by other means as required by applicable law (which may be as little as the minimum notice period required by law in your jurisdiction).

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically. If you do not agree to the modified Terms, your sole remedy is to discontinue using the Service.

12. Termination

12.1 Termination by You

You may terminate your account at any time by contacting us or using the account settings in the Service.

12.2 Termination by Us

Company may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason, including if you breach these Terms.

12.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. Company may delete your account and data in accordance with our data retention policies. Sections 3, 4, 6, 7, 8, 9, 10, and 13 shall survive any termination of this Agreement.

12.4 No Refunds

Upon termination for any reason, you shall not be entitled to any refund of fees paid.

13. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Company regarding the Service and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
• No Waiver: Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms or your rights hereunder without Company's prior written consent. Company may assign these Terms without restriction.
• Force Majeure: Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of war, terrorism, labor disputes, or government actions.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Notices: Notices to Company must be sent to legal@costif.ai. Notices to you will be sent to the email address associated with your account.

14. Contact Information

For questions about these Terms, please contact us at: